<PAGE>

                                                                   Exhibit 10.15



                               RESELLER AGREEMENT

1. Agreement. This Agreement is made as of December 22, 2000 with a term of two
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(2) years and subsequent terms of one (1) year, each self renewing annually
unless terminated as provided in Section 13 or unless either party gives the
other party at least sixty (60) days' notice of intent not to renew prior to the
expiration of the then current term ("Term"), by and between CentrPort, Inc.
with an office at 450 Post Avenue East, Westport, CT 06880 ("Vendor") and Modem
Media, Inc. with an office at 230 East Avenue, Norwalk, CT 06855 ("Reseller").
This Agreement will be effective upon the closing of the transactions
contemplated by the Stock Purchase Agreement, dated as of the date hereof (the
"SPA") among Vendor, Reseller and Thomas Weisel Partners and certain other
investors. ("Effective Date").

2. Resale.
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   a. Subject to all the terms and conditions of this Agreement, Vendor hereby
      appoints Reseller for the term of this Agreement as a third party reseller
      of the services and products as set forth in Attachment A ("Products") to
      this Agreement bundled with Reseller's goods or services or on a stand
      alone basis.

   b. Reseller agrees to treat Vendor as its preferred vendor for Products for
      all of Reseller's Clients during the term of this Agreement. As part of
      this relationship, Reseller shall use its reasonable best efforts to
      resell Products, i.e. Reseller shall conduct the up front marketing effort
      to sell Products to Client Prospects and Clients (as both terms are
      defined below) and Reseller shall, to the extent it is reasonably likely
      Vendor's Products will be needed, include the Products in any sales pitch
      in which Reseller participates. Reseller shall develop necessary
      specifications in accordance with the requirements form as set forth on
      Attachment B for the Products for a Client and/or a Client Prospect so
      that Vendor may provide the Products.

   c. In the event a Client or Client Prospect contacts Vendor directly, Vendor
      will notify Reseller. Except as set forth below, at no time during the
      Term shall Vendor initiate contact intended to result in a contract or
      sale, directly with any Client or Client Prospect. At no time during the
      Term and for 12 months after the expiration or termination of this
      Agreement shall Vendor sell its services or products through another
      reseller to a Client or Client Prospect without the written consent of
      Reseller's President; provided, however, such consent will be given under
      the following circumstances:

          i.   Vendor may directly (and not through another reseller) sell its
               products and services to a Client or Client Prospect if Reseller
               has not provided services for a fee to such Client or Client
               Prospect for ninety (90) days;

          ii.  Vendor may directly and through another reseller sell its
               products and services to a Client or Client Prospect if Reseller
               has not provided services for a fee to such Client or Client
               Prospect for more than six (6) months;

          iii. Vendor may provide Products directly (and not through another
               reseller) to any Client or Client Prospect if Reseller attempts
               to resell Products to a Client or Client Prospect, but such
               Client or Client Prospect elects to purchase such Products from
               Vendor directly;

          iv.  Vendor may provide Products directly and through another reseller
               to any Client or Client Prospect after Vendor advised Reseller
               that it has received an indication of interest from a Client or
               Client Prospect for its Products and Reseller elects not to
               provide such Products to such Client or Client Prospect; and

          v.   Vendor may provide Products directly (and not through another
               reseller) to a division or business unit of a Client in which
               Reseller is not providing services and Reseller has advised
               Vendor that it does
<PAGE>

               not intend to solicit the business of such division to provide
               services during the next six month period.


          d.   Vendor may in its discretion discontinue or modify any Product
               upon sixty (60) days' notice except that Vendor will continue to
               provide Products for any signed Statement of Work ("SOW") between
               Client and Reseller through the term of such SOW in accordance
               with the specifications provided therein.

          e.   For purposes of this Agreement, "Client" shall mean any third
               party, corporation or entity that Reseller provides services for
               a fee; provided, however, if Reseller is providing services to a
               particular division or a business unit of such entity for a fee,
               the whole corporation or entity is deemed a Client for purposes
               of this Agreement. "Client Prospect" shall mean a third party
               corporation or entity whom Reseller is in the process of
               soliciting business as evidenced by a response by Reseller to an
               RFI, RFP and the issuance of a proposed SOW by Vendor to
               Reseller; provided, however, such third party shall no longer be
               deemed a Client Prospect upon the rejection of Reseller's RFP,
               RFI or SOW and three months have passed; provided, further, if
               Reseller is soliciting a particular division or a business unit
               of such entity, the whole corporation or entity is deemed a
               Client Prospect for purposes of this Agreement. "Products" shall
               include Vendor's products, services or licenses specified in
               Attachment A, and any other services or licenses Vendor and
               Reseller may agree mutually in writing to add to this Agreement.

          f.   The parties acknowledge that Reseller has been acting as a
               reseller prior to the Effective Date. The parties agree that the
               terms and conditions of this Agreement shall apply to any SOWs in
               effect prior to the Effective Date, which are set forth on
               Attachment D hereto. Except as set forth on Attachment D,
               Reseller agrees that no commissions are owned by Vendor for any
               SOW in effect prior to the Effective Date.

     3.   Price, Payment Terms, MFN and Commitment.
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          a.   Reseller shall pay to Vendor the amounts specified in Attachment
               C for Products delivered hereunder unless the parties agree
               otherwise, as evidenced in a signed SOW. All payments due
               hereunder to Vendor shall be paid to Vendor in US dollars not
               later than thirty (30) days following the date of the applicable
               invoice. All out of pocket expenses of Vendor shall not be
               reimbursed by Reseller unless otherwise agreed to by the parties
               in a signed SOW. Each month Vendor shall issue an invoice only
               upon completion or performance of work or services being invoiced
               during that month unless the parties have agreed to an invoicing
               schedule in a SOW. Vendor will be responsible for all taxes
               (except Reseller's income taxes), duties, costs of compliance
               with export, import and customs controls and regulations, and
               other governmental assessments, unless the tax laws require
               otherwise.

          b.   Every three months Vendor and Reseller will meet to discuss the
               competitiveness of the Products, including the pricing set forth
               in Attachments A and C. The parties will discuss the pricing and
               product packaging in light of current market conditions and
               Reseller's actual use of the services incorporated in the pricing
               of certain Products. Reseller will provide to Vendor its written,
               detailed and documented assessment of the quality, price and
               service level of Vendor's Products and their acceptance in the
               marketplace. In addition, Reseller will advise Vendor of any
               concerns its Clients have with the Products in light of privacy
               concerns or regulations and advise Vendor of any modifications to
               any Products or additional Products that it believes may be
               appropriate to address such concerns. Reseller will identify the
               instances and circumstances in which it has found Vendor's
               Products, services or pricing not to be competitive with other
               products in the marketplace. Based on Reseller's assessment of
               the market conditions, Vendor agrees that it will consider
               Reseller's assessment and use its best efforts to ensure that its
               Products' pricing, quality and services are highly competitive in
               the marketplace. If it is determined that Reseller does not
               utilize all of the services set forth in a particular Product,
               Reseller and Vendor will work together to modify the definition
               of the Products and the pricing for such modified Product. Vendor
               will not increase the prices to Reseller as set forth in
               Attachment C more than every three months for the first year and
               more than once every six months for the second year. Reseller
               must receive 60 days' written notice of any such price increases.
               Notwithstanding the foregoing, price increases shall not be
               effective for any SOW in effect prior to any price increase.
<PAGE>

          c.   Notwithstanding the foregoing, if Vendor enters into a reseller
               arrangement with a third party or a direct arrangement with any
               third party (including a Client or Client Prospect) for any of
               the Products or similar products (as defined in Attachment A) at
               a similar or lesser dollar commitment level than set forth
               herein, the terms of which offer that reseller or third party a
               larger discount or lesser pricing on that specific level of
               service or product, taken individually or as a group, than set
               forth herein, Reseller shall be afforded the same discount or
               pricing on that specific level of service (less 10% if such
               pricing is to a non-reseller) for the duration offered to such
               third party or reseller.

          d.   If, during the period from January 1, 2001 through December 31,
               2001, Vendor has Revenue (as defined below) in an amount less
               than $5.0 million (a "Commitment Level") as a result of this
               Agreement or Reseller's other efforts as defined in Section
               3(d)(i) ("Received Amount"), Reseller shall, at its election, by
               March 31, 2002, either (x) pay to Vendor the difference between
               the Commitment Level and the Received Amount (the "Unpaid
               Amount") or (y) transfer to Vendor a number of Vendor shares of
               common stock equal to the value of the Unpaid Amount.

               i.   For purposes of this Section 3(d), Revenue recognized by
                    Vendor in connection with the following shall be included in
                    the definition of Received Amount ("Additional Revenue"):
                    (x) Revenue recognized by Vendor in connection with its
                    arrangements with a third party, Client or a Client Prospect
                    that result in the right of Reseller to receive a Commission
                    as set forth in Section 3(f); or (y) Revenue (not to exceed
                    $750,000 in the aggregate) recognized by Vendor in
                    connection with its arrangements with a third party, Client
                    or Client Prospect as a result of Reseller referring such
                    entity to Vendor. Notwithstanding the previous sentence,
                    Revenue recognized by Vendor from the General Electric
                    Financial Assurance division of General Electric shall be
                    excluded.

               ii.  If a Client provides Reseller with written notice of a
                    failure to meet the warranties or the required quality of
                    the Products and services set forth in this Agreement or a
                    signed SOW and such failure results from Vendor's failure to
                    meet its obligations, including stated technical
                    specifications and/or services of Vendor, Reseller shall
                    promptly notify Vendor in writing of such notice. If such
                    Client affords Reseller an opportunity to cure such failure,
                    Vendor shall have the opportunity to cure such failure in
                    the time frame allotted to Reseller. Thereafter, if not
                    cured and if the Client terminates its agreement with, or
                    reduces its commitment to, Reseller to purchase Products due
                    to such failure, the Commitment Level shall be reduced by
                    the amount of Revenue such Client contracted for or
                    committed to. In addition, if a client of Vendor terminates
                    its agreement with, or reduces its commitment to, Vendor to
                    purchase Products due to a failure of Vendor to provide
                    Products that meet the warranties hereunder or the required
                    quality of the Products and services and such arrangement
                    would have been deemed Additional Revenue, the Commitment
                    Level shall be reduced by the amount of Revenue such client
                    contracted for or committed to.

               iii. If laws or regulations are enacted or promulgated regarding
                    privacy, database usage or the ability to use cookies or web
                    bugs and the effect of such laws or regulations is to make
                    it illegal or otherwise commercially impracticable to use
                    the Products or the System, Reseller shall have the right to
                    terminate its obligations under Section 3(d), and such
                    obligations shall be null and void.

               iv.  If Vendor declines to accept an SOW from Reseller for
                    Products and such SOW reflects pricing at least at the
                    levels set forth in Attachment C, as amended, the Commitment
                    Level shall be reduced by the amount of Revenue from such
                    SOW.

               v.   The number of shares in Section 3(d)(y) shall be determined
                    by dividing (x) the Unpaid Amount by (y) $.600096

               vi.  For purposes of Section 3(d), Revenue shall mean all revenue
                    recognized by Vendor and any of its subsidiaries, in
                    accordance with US GAAP and Vendor's past accounting
                    practices consistently applied. Revenue shall be calculated
<PAGE>

                    before any discounts for warrants issued to Reseller or any
                    other third party.

               vii. If the Unpaid Amount is equal to or less than $750,000, the
                    Unpaid Amount will be reduced by any Revenue recognized by
                    Vendor in the first quarter of 2002 for work that a Client
                    or third party contracted for or committed to prior to
                    January 1, 2002 (as evidenced by a signed SOW), and which
                    was accepted by Vendor.

          e.   Reseller shall have the right to audit Vendor's books and records
               to confirm the Unpaid Amount as set forth in Section 3(d), and
               compliance with the most favored nations provisions set forth in
               Section 3(c) and to ensure compliance with this Agreement. Such
               audit cannot occur more than once per quarter and shall occur
               only during Vendor's normal business hours and upon reasonable
               advance notice to Vendor. Reseller shall complete such audit
               within no more than fifteen (15) business days, provided that
               Vendor co-operates with Reseller in its conduct of the audit.
               Such audit will be at Reseller's expense. However, if Vendor is
               found to not be complying with this Agreement with respect to the
               scope of the audit, Vendor shall reimburse Reseller for all costs
               associated with the audit, along with any discrepancies
               discovered, within thirty (30) days after completion of the
               audit.

          f.   If Vendor provides Products directly (and not through another
               reseller) to any Client or Client Prospect pursuant to Section
               2(c)(iii), Vendor shall pay a commission to Reseller in an amount
               equal to 10% for the first $500,000 of Revenue received from such
               Client or Client Prospect and 5% on any additional Revenue
               received by Vendor. Vendor shall pay all amounts due under this
               Section 3(f) to Reseller forty-five (45) days from monthly
               completion of the work performed for such Client. Upon the
               expiration or termination of the Agreement, Reseller shall
               continue to receive Commissions for any SOW in effect at the time
               of such termination or expiration until such SOW terminates.

          g.   Vendor shall have the obligation to use its reasonable best
               efforts to pursue all referrals given by Reseller. Once each
               month, Vendor shall provide Reseller with details of the status
               of all referrals made by Reseller to Vendor.

          h.   Vendor shall issue to Reseller the following warrants to purchase
               shares of common stock of Vendor, which warrants shall be fully
               vested at the time of issuance and shall be issued pursuant to
               the form of Warrant Agreement attached hereto as Attachment E.

               i.   During 2001, if Vendor recognizes Warrant Revenue equal to
                    $7.5 million, Vendor will issue Reseller warrants to
                    purchase 587,406 shares of common stock of Vendor. Vendor
                    will issue Reseller additional warrants to purchase 391,604
                    shares of common stock for every incremental $2.5 million of
                    Warrant Revenue achieved above $7.5 million during 2001. All
                    warrants issued pursuant to Section 3(h)(i) shall be at an
                    exercise price of $.750120.

               ii.  During 2002, if Vendor recognizes Warrant Revenue equal to
                    $10 million, Vendor will issue Reseller warrants to purchase
                    587,406 shares of common stock of Vendor. Vendor will issue
                    Reseller additional warrants to purchase 391,604 shares of
                    common stock for every incremental $2.5 million of Warrant
                    Revenue achieved above $7.5 million during 2002. All
                    warrants issued pursuant to Section 3(h)(ii) shall be at an
                    exercise price of $.900144.

               iii. Notwithstanding the previous section, Vendor shall not be
                    obligated to issue to Reseller warrants representing more
                    than 2,349,624 shares of common stock pursuant to Section
                    3(h), in the aggregate over such two-year period.

               iv.  Warrant Revenue shall have the same meaning as Revenue
                    hereunder, provided, however, that the $750,000 limit set
                    forth in section 3(d)(i)(4) shall not apply.

     4.   Product Names. Reseller is granted a royalty free, irrevocable,
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          worldwide license to use Vendor's then-current names, marks, logos,
          and other identifiers for the Product ("Marks") and Vendor designated
          intellectual property related notices in connection with Reseller's
          advertising and promotion for such Products, provided that Reseller
          will: (i) only use Marks in the form and manner, and in accordance
          with the quality standards that
<PAGE>

          Vendor specifically prescribes; (ii) submit samples of all Product
          advertising to Vendor for approval; and (iii) upon termination of this
          Agreement for any reason, immediately cease all use of the Marks and
          the license will terminate. Reseller will not use, register or take
          other action with respect to any name, logo, trademark, service mark,
          or other identifier used anywhere in the world by Vendor, except to
          the extent authorized in writing by Vendor in advance. Reseller may
          use Marks to promote the fact that Vendor is a service provider for
          and/or partner of Vendor, provided Vendor has approved the promotional
          materials. Reseller acknowledges that Vendor's brands are important to
          the value of Vendor's business. Therefore, Reseller agrees that
          Vendor's brand or trademarks will be present when Reseller sells
          Products; provided, however, Vendor and Reseller shall work together
          to determine the appropriate means by which to promote Vendor's brands
          as part of Reseller's services.

          5.   Support.
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          a.   Vendor will provide presentations on general capabilities and
               pricing to Reseller's domestic offices every six months and with
               respect to its international offices as mutually agreed to by the
               parties. Vendor will at least every six months provide Reseller
               account team members with training on its Products, its
               operations and its analytical products and services and will
               provide Reseller's technology personnel with training on its
               technology. In addition, if a new version or upgrade of Vendor's
               technology is released, Vendor will as soon as practical provide
               training as to the details of such new version.

          b.   Vendor shall dedicate at least four full time sales \ account
               representatives to Reseller's account no later then March 31,
               2001, of which two will be based on the East Coast and two will
               be based on the West Coast. As of the Effective Date at least one
               person will be dedicated and located on the East Coast. Reseller
               shall have the right to reject the assignment of any of Vendor's
               employees to Reseller to serve in such sales support capacity so
               long as such rejection is based on reasonable and documented
               performance based concerns. If Reseller rejects the assignment of
               any of Vendor's employees as sales\account representatives to
               Reseller more than two times, then the March 31, 2001 deadline
               shall be extended for a period of up to two (2) months. During
               the Term, the parties will work together to determine if a
               greater number of dedicated account representatives is required
               based on the number of Reseller's Clients, and the value and
               complexity of the Products and services provided to those
               Clients. Reseller shall have the right to designate the projects,
               functions and location for such dedicated sales support, which
               may include supporting Reseller's sales efforts with its Clients,
               provide assistance to Reseller during the sales and proposal
               process and assisting in the creation of Reseller's marketing
               plan; provided that such sales support shall spend 100% of their
               time dedicated to activities that support the sales of the
               Products. If Reseller determines that it does not require four
               full-time dedicated sales support for a period of time, it may
               require that it receive additional dedicated technical or
               analytical support under Sections 5(c) or 5(d). In addition to
               these four full time sales/account representatives, Vendor shall
               assign Arthur Melville for up to 50% of his time (i.e., two and a
               half days per week) for the Term to provide sales support to
               Reseller as requested by Reseller. Vendor may remove Mr. Melville
               at any time from his assignment if it assigns another individual
               of the same caliber as Mr. Melville to Reseller provided Reseller
               consents to such assignment, which consent shall not be
               unreasonably withheld.

          c.   Vendor shall dedicate at least two full time program engineers to
               Reseller. Reseller shall determine the type of projects and
               functions such dedicated person shall perform; provided that such
               technical support shall spend 100% to their time dedicated to
               activities that support the technology related to the Products.
               Reseller shall have the right to reject the assignment of any
               Vendor's employee to Reseller to serve in the technical support
               roles so long as such rejection is based on reasonable and
               documented performance based concerns. If Vendor reasonably
               believes that any of the projects to which Reseller has assigned
               the dedicated program engineers is not a productive use of the
               engineers' time, then Vendor will notify Reseller of same,
               including, the reasons for such belief, and then Vendor and
               Reseller shall discuss an appropriate project for such engineers.

          d.   Vendor shall dedicate at least two full time data analysts to
               Reseller. Reseller shall determine the type of projects and
               functions such dedicated person shall perform; provided that such
               analytical support shall spend 100% of their time dedicated to
<PAGE>

               activities that support the analytical service related to the
               Products. Reseller shall have the right to reject the assignment
               of any of Vendor's employees to Reseller to serve in the
               analytical support roles so long as such rejection is based on
               reasonable and documented performance based concerns.

          e.   All costs and expenses, including travel expenses, related to
               training and the dedicated positions referred to in Sections 5(a)
               -5(d) shall be borne by Vendor, unless agreed to otherwise in
               writing by the parties.

          f.   Reseller shall review and evaluate its current organization
               structure and determine the changes that are required, if any, to
               improve the efficiencies of Reseller and Vendor working together
               and leverage the talent and skills in each organization. As part
               of this review and evaluation, Reseller will consider if a
               dedicated group of people with account, technology, media and
               analytical skills is a mechanism to accomplish such efficiencies
               and leverage.

          g.   If any of the dedicated engineering, sales, account, or analyst
               support is not being utilized at 100% of their time by Reseller
               or Clients, then Vendor shall notify Reseller as to which
               individuals are not being fully utilized and to the extent of
               such under-utilization Vendor may reallocate those individuals to
               work on other programs; however, should Reseller's need for this
               dedicated support increase, Vendor will reallocate this support
               to Reseller, within the quickest time possible.

          6.   Tracking Management System. Reseller and Vendor understand that
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          Reseller and its Clients are required to use Vendor's proprietary
          technology (the "System") to use the Products. Accordingly, Vendor
          grants to Reseller a non-exclusive and worldwide license to access and
          use the System, which Reseller can access and use only on servers
          designated by Vendor by means of a unique username and password issued
          by Vendor, and only for the purposes of accessing data in reports of
          impressions and, if stated in a SOW, other data related to creating
          and maintaining a data record for Reseller's Clients. Reseller shall
          cooperate as reasonably necessary to ensure that the Client receives
          the data reasonably requested by the Client. Vendor shall ensure that
          the System is available for Reseller's use at least 95% of the time,
          calculated on a calendar monthly basis. Vendor will work to maintain
          and improve the System and will implement all reasonably necessary and
          proper corrections to ensure the appropriate functioning of the
          System. To ensure the Vendor's methodology for its counting
          impressions is accurate, Vendor will have its impression counting
          methodology audited by a third party, reputable accounting firm at
          least once every six months, which firm shall provide a written report
          as to the results of such audit.

          7.   Additional Obligations. For any Products to be delivered under an
               ----------------------
          SOW between Reseller and Vendor, Reseller shall obtain all necessary
          rights, licenses, consents, waivers and permissions from target site
          operators, web users, and Reseller's Clients, to allow Vendor to
          operate the Products, and to use any data provided to or collected by
          the System. Reseller further represents that Reseller has read, and
          will substantially conform to, Vendor's statement on privacy, as
          currently existing on Vendor's web site as of the Effective Date.
          Vendor will read each and every Client's privacy policy and use its
          commercially reasonable efforts to comply with such policy. To the
          extent such policy is inconsistent with regard to the provision of
          Products, Vendor shall notify Reseller of the same.

          1.   Reports. Vendor will provide the necessary platform and access
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               for Reseller to generate reports. The content and frequency
               thereof shall be set forth in the SOW and in the description of
               the Products. The reports will be available free of charge to
               Reseller with the cost thereof being part of the fees set forth
               above. If Reseller requires customized reports, not set forth in
               a SOW, Reseller shall pay an additional amount for such reports,
               to be mutually agreed to in writing by the parties.

          9.   Proprietary Rights and Restrictions. Reseller and its Clients
               -----------------------------------
          retain all right, title and interest, including all copyrights and
          other intellectual property rights, in and to the advertisements,
          banners and other advertising materials that Reseller or its Clients
          provide to Vendor or otherwise place through Vendor or which Vendor
          creates during course of its performing an SOW, including, but not
          limited to report templates included in the Products. Vendor expressly
          acknowledges that it does not obtain any right, interest or title to
          any such materials by virtue of this Agreement or its providing of the
          Products. Reseller expressly acknowledges it does not obtain any
          right, interest or title to the
<PAGE>

          Products or the System (excluding the Interface) and any promotional
          or educational material developed by Vendor.

          10.  Data. In the delivery of the Products, Vendor will collect and
               ----
          maintain information, which may include personally identifiable
          information ("PII"), web users' internet addresses, browser types and
          operating systems and may create or generate reports or summaries
          thereof, as well as other information and data (whether in raw form or
          compiled into a report or summary) (collectively "Information and
          Data"). Reseller's Clients own the Information and Data and have the
          sole and exclusive right to use, sell, license or otherwise dispose of
          all Information and Data for any purpose. The Information and Data
          contained in the reports are downloadable by Reseller in Graphic
          Interchange Format (GIF), or other text and/or graphics format, free
          of charge, but any analysis by Vendor of such data shall be subject to
          a separate charge as reflected in an SOW. Vendor may use the
          Information and Data (other than PII) only (i) for Vendor's reporting
          purposes, consisting of compilation of aggregated statistics about the
          Product (e.g., the aggregate number of ads delivered) that may be
          provided to customers, potential customers and the general public and
          provided that the same does not reveal Reseller's identity, the
          identity of any Client of Reseller or the identities of any web users;
          and (ii) if required by court order, law or governmental agency,
          provided that Vendor provides Reseller with an opportunity to seek a
          protective order to prevent such disclosure. Upon termination of an
          SOW, Vendor shall not retain any hard or soft copies of PII that
          relates to such SOW. Vendor will notify Reseller at least thirty (30)
          days prior to such destruction and Reseller will confirm with Client
          that the destruction of the records has been authorized by Client.
          Reseller shall provide a copy of such authorization to Vendor prior to
          such destruction..

          11.  Warranties and Warranty Disclaimer.
               ----------------------------------

               (a)  Each party warrants that it has the full power, right and
                    authority to enter into this Agreement and that this
                    Agreement constitutes a valid and binding agreement,
                    enforceable in accordance with its terms. Vendor represents
                    and warrants that (i) the System and Products were developed
                    by Vendor without infringement or misappropriation of any
                    third party's copyrights, trademarks, trade secrets, or
                    patents that are known or should have been known to Vendor
                    and Vendor either owns or has obtained all necessary rights
                    in and to the hardware, software and information technology
                    components that are the subject of and/or are to be used in
                    the performance of this Agreement, such that Vendor's
                    performance of this Agreement, and the use of the System,
                    Products and related hardware, software and information
                    technology components do not infringe upon any third-party's
                    copyrights, trademarks, trade secrets or patents, that are
                    known or should have been known to Vendor, (ii) the Products
                    and System shall perform as set forth in this Agreement or
                    any SOW or any specifications provided by Vendor, (iii) that
                    there is currently no actual or threatened suit by any third
                    party based on an alleged violation of any patents,
                    trademarks, trade secrets or other intellectual property
                    rights by Vendor; (iv) the Products or System will not
                    introduce any "back door," "time bomb," "Trojan horse,"
                    "worm," "drop dead device," "virus," "preventative routines"
                    or other computer software routines that permit access to or
                    use of; disable, modify, damage or delete any data, computer
                    hardware or other equipment or software operated or
                    maintained by Reseller or Client(s); or perform any other
                    such similar actions. Vendor warrants that there will be a
                    minimum monthly uptime of 99.5% for the real time
                    transaction portion of the Products. Vendor warrants that
                    Products will be performed in a professional and workmanlike
                    manner and will meet any specifications for the Products as
                    set forth in Attachment A or any SOW. Reseller may warrant
                    to Client on behalf of Vendor the warranties set forth in
                    this Section. VENDOR MAKES NO OTHER WARRANTIES WITH RESPECT
                    TO THE PRODUCTS OR ANY SERVICES AND DISCLAIMS ALL OTHER
                    WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT,
                    MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE NOT
                    OTHERWISE CONTAINED HEREIN. Reseller shall not make any
                    liability or warranty statement to any Client on behalf of
                    Vendor that is broader than the warranties herein unless
                    Vendor gives prior written consent for such statement;
                    however, the parties acknowledge that from time to time a
                    Client may ask for additional warranties in which case
                    Vendor will cooperate with Reseller to provide same to
                    Client, which additional warranties, if any, will be
                    reflected in the relevant SOW.

               (b)  The parties recognize that each SOW will include assumptions
                    regarding Reseller's or Client's subcontractors, software,
                    hardware, or related information systems, and such
                    assumptions, to the extent feasible, will be recited in the
                    SOW ("Assumptions"). To the extent that Vendor breaches the
                    warranty set forth in Section 11(a)(ii) due to the failure
                    of such an Assumption (where such failure is
<PAGE>

                    not caused by Vendor), Vendor's breach will be excused to
                    the extent of such failure; however, Vendor shall notify
                    Reseller as soon as practicable when it has knowledge of the
                    potential of such failure and shall cooperate with Reseller
                    to remedy the problem.

               (c)  To the extent that Reseller is liable under Section 6.1 of
                    SPA to Series A Investors (as defined thereunder) as a
                    result of a breach of a representation or warranty made by
                    Reseller under the SPA, and such breach would also be deemed
                    a breach by Vendor under Section 11(a) of this Agreement,
                    Reseller has no right to seek its rights against Vendor for
                    a breach of such warranty or representation under Section
                    11(a) or terminate this Agreement pursuant to Section 13.

               12.  Indemnification.
                    ---------------

                    a.   Subject to Section 11(b), Vendor shall indemnify
                         Reseller, its Clients and its officers, directors,
                         agents and employees for liability resulting from (i)
                         infringement by the Products or System of any patent or
                         copyright, (ii) any warranty statement Vendor may agree
                         in writing is made to a Client pursuant to Section 11,
                         (iii) grossly negligent acts or omissions of Vendor,
                         (iv) breach of Vendor's obligations under this
                         Agreement, (v) damage to or distortion of any target
                         site by Vendor, to the extent such damage or loss was
                         within the control of Vendor; (vi) damage or loss of
                         any Information or Data prior to its delivery to
                         Reseller or its Client, to the extent such damage or
                         loss was within the control of Vendor, (vii) any breach
                         by Vendor of Vendor's privacy policy as then in effect
                         or (viii) damage to any persons or physical property
                         resulting from any event specified in (i) through (vii)
                         immediately above, provided Vendor is notified promptly
                         of any and all threats, claims and proceedings related
                         thereto and given reasonable assistance and the
                         opportunity to assume sole control over the defense and
                         all negotiations for a settlement or compromise.
                         Reseller will indemnify Vendor and its officers,
                         directors, agents and employees from liability
                         resulting from (i) warranties for Products it makes
                         that are broader than those agreed to by Vendor, (ii)
                         grossly negligent acts or omissions of Reseller, (iii)
                         breach of Reseller's obligations under this Agreement;
                         (iv) damage to or distortion of any target site by
                         Reseller, to the extent such damage or loss was within
                         the control of Reseller; (v) damage or loss of any
                         Information or Data prior to its delivery to any
                         Client, to the extent such damage or loss was within
                         the control of Reseller (vi) any breach by Reseller of
                         Reseller's privacy policy as then in effect or (vii)
                         damage to any persons or physical property resulting
                         from any event specified in (i) though (vi) immediately
                         above; provided Reseller is notified promptly of any
                         and all threats, claims and proceedings related thereto
                         and given reasonable assistance and the opportunity to
                         assume sole control over the defense and all
                         negotiations for a settlement or compromise; Reseller
                         will not be responsible for any settlement it does not
                         approve in writing, which shall not be unreasonably
                         withheld. If Vendor or Reseller change their privacy
                         policy, each shall provide the other with written
                         notification of such change 10 days prior to the
                         implementation of such changed policies.

                    b.   Each party (the "Indemnifying Party") shall indemnify
                         and hold harmless the other and its subsidiaries and
                         affiliated companies, officers, employees,
                         representatives and agents (the "Indemnified Parties")
                         from and against claims (including employment-related
                         claims brought by or on behalf of Indemnifying Party's
                         employees or applicants for employment), actions,
                         demands, damages, losses and expenses, including but
                         not limited to attorney's fees, judgments, costs and
                         settlements arising out of or resulting directly or
                         indirectly from the services and support being provided
                         hereunder, to the extent caused in whole or in part by
                         acts or omissions of the Indemnifying Party, its
                         employees, agents or representatives. The Indemnifying
                         Party shall discharge the Indemnified Parties of all
                         the obligations of an employer under any federal, state
                         and local laws, regulations or ordinances now or
                         hereafter in force, including, but not limited to,
                         those relating to taxes, unemployment compensation or
                         insurance, social security, worker's compensation or
                         insurance, pension, tax withholding, and including the
                         filing of all returns and reports required of an
                         employer and the payment of all taxes, assessments and
                         contributions and other sums required of an employer.
                         The Indemnifying Party shall indemnify and hold the
                         Indemnified Parties harmless against the paying of any
                         such payments. The Indemnified Party shall have no
                         obligation whatsoever to make payments, payroll
                         deductions or other payments or contributions required
                         to be made to any governmental agencies or taxing
                         authorities on account of any services rendered
                         pursuant to this Agreement.
<PAGE>

               13.  Termination, Survival, and Termination Liability. This
                    ------------------------------------------------
               Agreement shall continue in effect for the Term. If either party
               is in material breach of this Agreement, the non-breaching party
               may provide a written notice to the breaching party specifying
               the nature of the breach. The breaching party shall have thirty
               (30) days from receipt of such written notice to cure the
               material breach. If the breaching party does not cure the breach
               within such period, the non-breaching party may terminate this
               Agreement by providing the breaching party with written notice of
               termination, which written notice shall include the effective
               date of such termination. Upon a termination in accordance with
               Section 13, Reseller's obligation under Section 3(d) shall be
               null and void. Sections 11-21 and all accrued rights to payment
               shall survive the termination of this Agreement. Upon expiration
               of this Agreement, both parties will continue to honor executed
               SOWs pursuant to the terms hereof, provided that Reseller
               continues to pay all applicable fees therefor.

               14.  Confidentiality and Intellectual Property. Each party
                    -----------------------------------------
               acknowledges that it may obtain from the other party certain
               business, technology, financial, client, or other information
               during the course of this Agreement, including ideas, business
               plans, pricing and marketing and sales strategies, and other
               materials and information regarding the other party's business
               operations, technology, or clients (the "Proprietary
               Information"). Each party shall at all times keep and maintain
               the confidentiality of all Proprietary Information of the other
               party and the other party's clients, and shall not use or
               reproduce such Proprietary Information except for the purposes
               provided herein and shall not disclose any Proprietary
               Information to any third party. Each party may disclose the other
               party's Proprietary Information solely to employees and
               subcontractors that have a need to know and that are bound by
               non-use and non-disclosure obligations no less restrictive than
               those set forth in this Section. The receiving party shall not be
               obligated under this Section with respect to information the
               receiving party can document: (i) is or has become readily
               publicly available without restriction through no fault of the
               receiving party or its employees or agents; or (ii) is received
               without restriction from a third party lawfully in possession of
               such information and lawfully empowered to disclose such
               information; (iii) is rightfully in the possession of the
               receiving party (where such possession is not the result of prior
               relationships between Vendor and Reseller) without restriction
               prior to its disclosure by the other party; or (iv) is
               independently developed by the receiving party without use of the
               disclosing party's Proprietary Information. The receiving party
               may make disclosures required by law or court order provided the
               receiving party uses reasonable efforts to limit disclosure and
               to obtain confidential treatment. The parties acknowledge that
               breach of this Section by the receiving party shall cause the
               disclosing party irreparable harm and therefore, in addition to
               any other remedies, the disclosing party shall be entitled to
               equitable or injunctive relief as a remedy for such breach. Both
               parties recognize that the Information and Data may belong to the
               Client and is confidential. Vendor will comply with any and all
               reasonable security precautions established by a Client in
               Vendor's performance of an SOW. In addition, each party shall
               ensure that all of its employees assigned to perform services and
               support under this Agreement are aware that it is bound by the
               foregoing and each party shall advise all of these persons of the
               importance of strict compliance with its provisions. Each party
               shall inform all of its representatives, agents, subcontractors
               and assignees, if any, of these requirements and require their
               adherence to the foregoing.

               15.  Software. Any software incorporated into or provided for use
                    --------
               in a Product (excluding the Interface) is not sold, but rather is
               licensed solely for use in that Product. Such license is
               non-exclusive and-sublicensable but does not include the right to
               (and Reseller will not) modify, reverse engineer, incorporate or
               use in any other works, create derivatives of, or copy any
               portion of such software.

               16.  Limited Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER
                    -----------------
               PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
               ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
               EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF
               THE AMOUNTS PAID TO VENDOR HEREUNDER DURING THE TWELVE MONTH
               PERIOD PRIOR TO DATE THE CAUSE OF ACTION AROSE (PLUS IN THE CASE
               OF RESELLER, THE AMOUNTS DUE HEREUNDER). IN NO EVENT SHALL EITHER
               PARTY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
               COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
               NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY
               DUE TO MATTERS BEYOND ITS REASONABLE CONTROL OR FOR ANY
               ALLOCATION OF PRODUCTS OR SERVICES BETWEEN ITS CLIENTS IN THE
               EVENT OF A SHORTAGE. NOTHING IN THIS PARAGRAPH SHALL SERVE TO
               LIMIT EACH PARTY'S INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS
               UNDER PARAGRAPH12 OR ANY DAMAGES ARISING OUT OF A BREACH OF
               PARAGRAPH 14.
<PAGE>

               17.  Beta Testing. When the Vendor develops new trafficking
                    ------------
               products, Vendor may ask whether Reseller would like to
               participate in the test group before the products and services
               are fully launched.

               18.  Export Control. Each party shall be responsible for: (a)
                    --------------
               complying with all export restrictions, laws and regulations; (b)
               securing all permits and other licenses necessary to carry out
               its obligations under this Agreement; and (c) paying all tariffs,
               duties and the like, associated with its export of any goods or
               the use of any information in connection with the Products.

               19.  Non- Solicitation and Non-Compete.
                    ---------------------------------

                    a.   During the Term and ending on the first anniversary of
                         the termination or expiration of this Agreement in
                         accordance with its terms, each party agrees that it
                         will not directly or indirectly, solicit or attempt to
                         solicit for employment any persons employed by the
                         other party during such period.

                    b.   Reseller shall not (i) develop technology that competes
                         with Vendor's Products; or (ii) pitch business or enter
                         into an agreement with a third party that owns
                         technology that competes with Vendor's Products and the
                         purpose of such agreement is to compete with Vendor's
                         Products.

                    c.   Notwithstanding anything contained in Section 19(b),
                         Reseller shall not be prohibited from working with any
                         third party that provides technologies or services
                         competitive to Vendor's Products for a particular
                         Client if:

                         i.   such third party has been selected by or engaged
                              by such Client and Reseller informed Vendor that
                              such Client has selected or engaged, or is going
                              to select or engage, such third party;

                         ii.  such Client terminates any SOW for the provision
                              of Products as described in Section 3(d)(ii);

                         iii. Vendor refuses to accept a SOW for such Client as
                              described in Section 3(d)(iv);

                         iv.  such Client's technology or other business
                              requirements cannot be met or satisfied by the
                              Products; provided Reseller advised Vendor of such
                              requirements and worked with Vendor to determine
                              that the Products could not meet such
                              requirements;

                         v.   such third party is (x) DoubleClick, 24/7 or any
                              entity that is engaged in the business of serving
                              online advertising, sending or providing email
                              lists, and (y) the work primarily involves
                              products that do not compete with the Products,
                              and such non-competitive products cannot be
                              purchased separately from competitive products
                              purchased; or

                         vi.  Reseller was working with such third party prior
                              to the Effective Date for that particular Client,
                              in which case, Reseller shall notify Vendor of
                              same within thirty (30) days of the Effective
                              Date.

                    b.   The non-compete set forth in Section 19(b) shall
                         terminate and become null and void upon the earlier of
                         the following events:

                         i.   Six months after the termination this Agreement if
                              such termination occurs before the third
                              anniversary of this Agreement; provided, however,
                              that Reseller and Vendor agree to work together
                              during this six month period to ensure that, if
                              needed, Reseller's Clients are provided, through a
                              third party, a solution similar to that provided
                              by Vendor.

                         ii.  Upon the termination or expiration of this
                              Agreement if such termination or expiration occurs
                              on or after the third anniversary of this
                              Agreement.

                    c.   In the event of a Change of Control of Reseller the
                         non-compete set forth in Section 19(b) will only apply
                         to the business of Reseller as conducted by Reseller
                         immediately prior to the Change of Control. Change of
                         Control shall mean the occurrence of any of the
                         following events: (i) the consummation of a merger or
                         consolidation of Reseller with any other corporation,
                         other than a merger or consolidation which would result
                         in the voting securities of Reseller outstanding
                         immediately prior thereto continuing to
<PAGE>

                        represent (either by remaining outstanding or by being
                        converted into voting securities of the surviving
                        entity) at least fifty percent (50%) of the total voting
                        power represented by the voting securities of Reseller
                        or such surviving entity outstanding immediately after
                        such merger or consolidation; (ii) the consummation of
                        the sale or disposition by Reseller of all or
                        substantially all of Reseller's assets; or (iii) any
                        person (as such term is used in Section 13(d) of the
                        Securities Exchange Act of 1934, as amended) becomes the
                        beneficial owner (as defined in Rule 13d-3 under said
                        Act), directly or indirectly, of securities of Reseller
                        representing fifty percent (50%) or more of the total
                        voting power represented by Reseller's then outstanding
                        voting securities.

                  d.    Vendor acknowledges that Reseller provides advice and
                        counseling to its Clients regarding the various services
                        and products that such Client should purchase to realize
                        the full value of a program, project or investment. In
                        that role, Reseller is expected by its Clients to
                        provide such advice based on its objective assessment of
                        various products and services, irrespective of any
                        relationship, financial or otherwise, Reseller may have
                        with a vendor. Notwithstanding Section 19 or 2(b),
                        Vendor acknowledges that if its Products cannot satisfy
                        the business requirements of a Client, from time to time
                        Reseller may proceed in a manner that it deems necessary
                        to fulfill its obligations to such Client even if that
                        means selecting another vendor; provided, that, such
                        instances will not adversely impact Vendor's status as
                        Reseller's preferred vendor for Products and Reseller
                        will provide notice to Vendor of Reseller's selection of
                        such other vendor, should Reseller not be bound by
                        obligations of confidentiality which prevents such
                        disclosure.

                  e.    Vendor acknowledges that from time to time a third party
                        that owns technology that competes with Vendor's
                        Products will approach Reseller to pitch business to a
                        Client or a Client Prospect. If Reseller desires to
                        pursue such business, to the extent not otherwise
                        permitted under Section 19, Reseller will advise Vendor
                        of such opportunity, Vendor and Reseller will discuss
                        such opportunity and Vendor will consider releasing
                        Reseller from its obligations under Section 19, taking
                        into consideration the importance of such opportunity to
                        Reseller and the impact such opportunity may have on the
                        preferred relationship between Vendor and Reseller.

                  20.   Independent Contractor. Nothing herein shall be deemed
                        ----------------------
                        to create an employment relationship between Vendor and
                        Reseller, or between any of Vendor's employees and
                        Reseller. Vendor is and shall function as an independent
                        contractor, not as an employee or agent of Reseller, in
                        performing its obligations under this Agreement. Vendor
                        shall have the sole and exclusive responsibility for
                        selecting its employees who are assigned to perform the
                        Services, subject only to Reseller's right to reject the
                        assignment of any Vendor employee to support Reseller in
                        accordance with Section 5 hereof, for supervising these
                        employees in their day to day activities, for
                        determining whether and when any employee should be
                        disciplined, and for applying and administering any
                        discipline deemed appropriate. Vendor shall also have
                        the sole and exclusive responsibility for determining
                        the wage rates and fringe benefit plans applicable to
                        the employees assigned to perform the services and
                        support required hereunder. Further, Vendor shall have
                        the sole and exclusive responsibility for making
                        appropriate deductions from its employees' wages and
                        ensuring that all federal, state and local laws are
                        complied with in connection with the employment
                        relationship and all obligations flowing from it. All
                        employees assigned by Vendor to perform services shall
                        be employees, freelancers or agents of Vendor only, and
                        shall have no employment or agency relationship with
                        Reseller.

                  21.   General.
                        -------

                  a.    Any notice required or permitted under this Agreement
                        shall be in writing and shall be deemed given (a) if by
                        hand delivery, upon receipt thereof, (b) if mailed,
                        three (3) days after deposit in the United States mails,
                        postage prepaid, certified mail, return receipt
                        requested, (c) if by facsimile transmission, upon
                        electronic confirmation thereof, or (d) if by next day
                        delivery service, upon such delivery. All notices shall
                        be addressed as follows (or to such other address as
                        either party may in the future specify in writing to the
                        other):

                           In the case of Reseller:     In the case of Vendor:
                           Modem Media, Inc.            CentrPort, Inc.
                           230 East Avenue              450 Post Road East
                           Norwalk, CT 06855            Westport, CT 06880
                           Attn: President              Attn: CEO
<PAGE>

                           Fax: 203 299 7162            Fax: 203 341 8050
                           Copy: to General Counsel
                           Fax: 203 299 7461

                  b.    All correspondence between Vendor and a Client or a
                        Client Prospect shall be copied to the Reseller Account
                        Manager of that Client or Client Prospect.

                  c.    Neither party shall have any right or ability to assign,
                        transfer, or sublicense any obligation or benefit under
                        this Agreement except to majority owned subsidiaries
                        (which assignment, transfer or sublicensing shall not
                        relieve the assigning, transferring or sub-licensing
                        party of its obligations hereunder), and any attempt to
                        so assign or transfer shall not have effect and shall be
                        null and void.

                  d.    The failure of either party to enforce its rights under
                        this Agreement at any time for any period shall not be
                        construed as a waiver of such rights.

                  e.    This Agreement supersedes all proposals, oral or
                        written, all negotiations, conversations, or discussions
                        between or among parties relating to the subject matter
                        of this Agreement and all past dealing or industry
                        custom.

                  f.    No changes or modifications or waivers are to be made to
                        this Agreement unless evidenced in writing and signed
                        for and on behalf of both parties.

                  g.    In the event that any provision of this Agreement shall
                        be determined to be illegal or unenforceable, that
                        provision will be limited or eliminated to the minimum
                        extent necessary so that this Agreement shall otherwise
                        remain in full force and effect and enforceable.

                  h.    This Agreement shall be governed by and construed in
                        accordance with the laws of the State of Connecticut
                        (without regard to the conflicts of laws provisions
                        thereof or the UN Convention on the International Sale
                        of Goods). In any action or proceeding to enforce rights
                        under this Agreement, the prevailing party will be
                        entitled to recover costs and attorneys fees.

                  i.    If the terms and conditions set forth in this Agreement
                        are in conflict with the terms and conditions of any SOW
                        in effect prior to the Effective Date, the terms and
                        conditions of the SOW shall govern, except with respect
                        to any warranties or indemnifications in which case the
                        warranties and indemnifications set forth in this
                        Agreement shall govern. If the terms and conditions set
                        forth in this Agreement are in conflict with the terms
                        and conditions of any SOW in effect after the Effective
                        Date, the terms and conditions of this Agreement shall
                        govern.


The signature of the parties herein below indicates their acceptance of these
terms and conditions.

Reseller: Modem Media, Inc.
By:/s/ Sloane Levy
Name: Sloane Levy
Title: Vice President, General Counsel and Corporate Secretary

Vendor: CentrPort, Inc.
By: /s/ William Zierolf
Name: William Zierolf
Title: President and CEO